RDS-TMC Location Database The Netherlands

Terms of use for the Belgian TMC Location database v3.0
INDEX
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Art.
1 - The Parties
2 - Definitions
3 - Purpose of the Agreement
4 - Subject of the Agreement
5 - Ownership of the Location database
6 - Usage of the Location database
7 - Distribution of the Location database
8 - Modification of the Location database
9 - Update of the Location database
10 - Costs
11 - Duration and termination of the Agreement
12 - Responsibilities and liability
13 - Confidentiality
14 - Intellectual Property (IP) rights
15 - Governing law
16 - Correspondence
17 - Miscellaneous
18 - Execution
INFORMATIVE QUESTIONNAIRE
Article 1 - The Parties
The Parties to this Agreement are:
The Owners:
-
-
Vlaamse Overheid, Departement Mobiliteit en Openbare Werken
(VO - Dept. MOW), and
Service Public de Wallonie (SPW), and
Service public régional de Bruxelles / Gewestelijke Overheidsdienst Brussel (SPRB/GOB)
The Recipient is the party signing this Agreement in order to receive and to be able to use the Belgian
Location database.
Recipient
Name:
........................................................................
Activity:
........................................................................
Address:
........................................................................
Name:
........................................................................
Telephone:
........................................................................
E-mail:
.........................................................................
Contact person
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Article 2 - Definitions
Following terms used in this Agreement will have the following meanings:
Agreement:
Present Agreement, containing the conditions for use of the Belgian Location database, to be signed by the
Recipient in order to receive the Location database
Location database:
The Belgian ALERT C Location tables with following description/identification:
-
Country code:
Table number:
Release number/version:
Network covered:
6
1
3.0 – the current version
TERN + selected national roads
The database concerns the Belgian Road Network, conform the TISA specifications.
The Supplier is TECHNUM, appointed by the Owners, and in any case acting on behalf of the Owners.
Third Parties are all individuals, companies, organisations … besides the 2 primarily involved Parties and
their Affiliates in this Agreement.
End-users are all Third Parties – that are no (sub-)licensees of the Recipient or the Owners - using the
products and services (i) produced by the Recipient (or its sub-licensees) and provided by the Recipient (or its
sub-licensees) to these Third Parties, and (ii) in which (parts of) the Location database (are) is incorporated
or for which (parts of) the Location database (are) is used for.
Affiliates are entities or companies (i) which are directly or indirectly controlling the Recipient; (ii) which are
under the same direct or indirect ownership or control as the Recipient; or (iii) which are directly or indirectly
owned or controlled by the Recipient.1
Article 3 - Purpose of the Agreement
By this Agreement, the Owners want to grant to the Recipient and its Affiliates an irrevocable, nontransferable, non-assignable, non-exclusive license to – taking into account all conditions and limitations set
out in this Agreement - :
-
use all or any portion of the Belgian Location database – respecting the conditions set out in Art.6 of
this Agreement - including incorporating all or any portion of the Location database into any
Recipient’s software, database or products and services;
-
use, reproduce, publish, display, perform, prepare derivative works of, and directly and indirectly
distribute to third parties (with further rights to use, reproduce, publish, display, perform, prepare
derivative works of, and distribute to End users) the Location database as part of the Recipient’s
software, database or products and services incorporating all or any portion of the Location database,
in combination with other data, products, systems, services and applications;
-
sublicense the Location database in combination with Recipient software or database, to third parties
(sub-licensees), and to authorise said sub-licensees to use, reproduce, publish, display, perform,
prepare derivative works of, and directly and indirectly distribute the Location database as part of the
Recipient’s software (with further rights to use, reproduce, publish, display, perform prepare
For the purposes of this Agreement, an entity shall be treated as being controlled by another if that other
entity; (i) has fifty percent (50%) or more of the votes in such entity; or (ii) is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.
1
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derivative works of, and distribute to End users) in combination with other data, products, systems,
services and applications.
The Recipient and its Affiliates will develop its products and services – in which (parts of) the Location
database (are) is integrated - in conformity with the Owner’s current mobility policies (e.g. with regard to
more road safety, better accessibility, less environmental damage, ...).
Article 4 - Subject of the Agreement
Art. 4.1
This Agreement applies to the current version 3.0 of the Location database.
Art. 4.2
By signing this Agreement, the Recipient hereby declares to agree to all terms and conditions mentioned in
this Agreement concerning the use and transfer of the Location database.
Art. 4.3
Upon receipt of the signed Agreement – either by post, fax or e-mail – the Supplier will put a copy of the
Location database at the disposal of the Recipient.
The Location database will be submitted by e-mail in 22 different tables and a header file, all in TXT format.
This complies with TISA’s TMC Location database Exchange Format version 2.2.
Article 5 - Ownership and maintenance of the Location database
Art. 5.1 - Ownership of the Location database
All rights to the content of the Belgian Location database are vested in the Owners.
Art. 5.2 - Maintenance of the Location database
Maintenance of the Location database will be ensured by - and under the responsibility of - the Owners if the
owner deems it necessary.
Article 6 - Usage of the Location database
Art. 6.1
The Recipient and its Affiliates will use the Location database for – and in accordance with - the purposes
mentioned in Art.3 of this Agreement.
The Recipient and its Affiliates will use the Location database for Traffic Information Services.
Art. 6.2
The Recipient and its Affiliates undertake to best endeavours to use the most recent version of the Location
database only.
The Recipient and its Affiliates will refrain from using the previous versions of the Location database in new
products and services. The use of the current version of the Location database by the Recipient and its
Affiliates in new products and services is authorised by the Owners until 12 month after a new version of the
Location database is produced and made available.
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Article 7 – No modification of the Location database
Art. 7.1
The Recipient and its Affiliates are not allowed to modify the content of the Location database.
Art. 7.2
The Recipient and its Affiliates are however allowed to modify the structure of the Location database and / or
to compress the data of the Location database for a more efficient use within the different applications under
his own responsibility
Article 8 – Validity and update of the Location database
Art. 8.1
The Owners cannot define in advance when a new version of the Location database will be provided.
The Owners will notify the Recipient as soon as a new version of the Location database has been produced
and will be available. The Owners will also inform the Recipient on how the new version of the Location
database can be obtained.
Art. 8.2
As soon as the Recipient has been informed by the Owners that a new version of the Location database is
available, a new (version of the) Agreement must be signed by the Recipient to order the new version of the
Location database.
Article 9 – Distribution, submission, sublicensing of the Location database
Art. 9.1
The Recipient and its Affiliates are not allowed to distribute, submit or sub-license the stand-alone Location
database to any third party (End-users included).
Art. 9.2
Distribution, submission or sublicensing by the Recipient and its Affiliates to Third parties of the Recipient’s
software, database or products, systems, services or applications in which the Location database is
incorporated, is only allowed:
(i)
under the exact same conditions or condition that are no less restrictive with regard to (e.g. the
usage, validity, distribution, IP rights, etc. of) the Location database, as set out in this Agreement
, and
(ii)
mentioning explicitly the formal ownership, the release and version number and the release date
of (the current version of) the Location database.
Article 10 – Costs
The Owners put the current version of the Location database at the Recipient’s disposal for free.
Article 11 - Duration and termination of the Agreement
Art. 11.1 - Duration
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This Agreement is valid from the date of signing by the Recipient until Parties agree to terminate the
Agreement.
Art. 11.2 - Termination
This Agreement can be ended by the Recipient after prior written request.
Such a request must be received by the other party at least 2 months before the requested termination date.
In case of breach of this Agreement by the Recipient or one of his Affiliates, the Owners are entitled to
terminate the Agreement unilaterally and at any time if the Recipient does not take corrective actions within
30 day period after being notified of the breach, and without any compensation.
Article 12 - Responsibilities and liability
Art. 12.1
The Owners and the Supplier cannot be held responsible for failures or malfunctioning of equipment and
claims for damages - directly as well as indirectly - caused by using or applying the Location database or its
content.
Art. 12.2
The Recipient will report detected defects or incompleteness of the Location database to the Supplier as soon
as possible.
Article 13 - Confidentiality
Each Party agrees that the contents of this (signed) Agreement are confidential and shall not be disclosed to
any third party without the prior written consent of the other Party.
Article 14 - Intellectual Property (IP) rights
Art. 14.1 IP rights on the Location database
The Owners preserve all Intellectual Property (IP) rights on the Location database.
Nothing in this Agreement leads to the entire or partial transfer of these IP rights.
The Owners and the Supplier represent and warrant that the Location database as provided to the Recipient
does not infringe the IP rights of any third party.
Art. 14.2 IP rights on the Recipient’s software
The Recipient owns all rights, title and interest, including all IP rights, in and to any Recipient’s software that
either has or may incorporate any of Location database. The Owners acknowledge and agree that they shall
not acquire or assert any right, title or interest in or to any Recipient’s software, or any IP rights thereto,
based on any use or incorporation of the Location database as permitted under this contract or otherwise
without prejudice to the obligations described in this Agreement.
Article 15 - Governing law
This Agreement shall be construed and governed by the laws and courts of Belgium without giving effect to
the conflict of laws provisions.
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Article 16 - Correspondence
Art. 16.1
Please send this Agreement - signed by the Recipient - to the Supplier, at the following address:
Tom De Leus
Tractebel Engineering S.A. nv
Avenue Ariane 7
1200 – Brussels
Tel. +32 2 773 78 58
Fax. +32 2 773 76 20
E-mail: [email protected]
Art. 16.2
Every other form of correspondence concerning the Location database - except for the detected defects or
incompleteness of the Location database, which should be reported to the Supplier as soon as possible (in
accordance with Art. 12.2 of this Agreement) - should be sent to all 3 Owners, at the following addresses:
Vlaamse Overheid,
Departement Mobiliteit en
Openbare Werken (VO - Dept.
MOW) - Afdeling
Verkeerscentrum
Service Public de
Wallonie (SPW)
Département 115
Service public régional de
Bruxelles / Gewestelijke
Overheidsdienst Brussel
(SPRB/GOB)
Attn. Dominique STERCKX
Attn. Ir. Caroline
POURTOIS
Attn. Nor-Eddine LIAZIDI
Anna Bijnsgebouw
Lange Kievitstraat 111-113 bus
40
2018 Antwerpen
Tel. ++32(0)3/224.96.09
Fax. ++32(0)3/224.96.01
Rue del’Grète 22
5020 DAUSSOULX
Tel. ++32(0)81/21.95.08
Fax. ++32(0)81/21.95.33
Rue du Progrès/ Voortuitgangstraat
80 boîte/bus 1
1035 Brussel/ Bruxelles
Tel. ++32(0)2/204.12.85
Fax. ++32(0)2/204.15.39
Article 17 - Miscellaneous
Art. 17.1
Neither Party shall be entitled to assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld,
provided that this restriction shall not apply in respect of an assignment by the Recipient to an entity that
acquires substantially all of Recipient’s stock, assets or business.
Art. 17.2
This Agreement constitutes the entire agreement between the Parties with regard to the subject matter
thereof and no other conditions, warranties, guarantees and representations shall be of any force or effect
other than those that are included herein.
Art. 17.3
No alteration or variation to, or consensual cancellation of this contract shall be of any force or effect unless it
is recorded in writing and signed by all the Parties to this Agreement.
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Art. 17.4
The Recipient will inform the Supplier of any change in contact data as soon as possible and at the latest
within one month.
Article 18 - Execution
Signing Party, the Recipient
Name: ..............................
Title: .................................
Legally acting on behalf of:
Name:
........................................................,
its
parent company and its subsidiaries from time
to time, collectively and singly, unless the
context clearly requires otherwise
City:
Country:
.............................
.............................
Date: .................................
PLEASE FILL OUT THE ATTACHED QUESTIONNAIRE
ON THE BASIS OF YOUR ANSWERS THE OWNERS WANT TO LEARN MORE ABOUT THE USAGE OF THE
LOCATION DATABASE, IN ORDER TO BE ABLE TO IMPROVE THEIR SERVICE TOWARDS RECIPIENTS WITH
REGARD TO THE LOCATION DATABASE.
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INFORMATIVE QUESTIONNAIRE
1. USAGE OF THE LOCATION DATABASE
The Recipient wishes to use the Location database:
-
for data exchange:
for specific services:
with specific products:
for other specific use/purposes:
YES
YES
YES
YES
NO
NO
NO
NO
(*) – If ‘YES’, go to 1.1.
(*) – If ‘YES’, go to 1.2.
(*) – If ‘YES’, go to 1.3.
(*) – If ‘YES’, go to 1.4.
(*) Delete as appropriate / The described usage must correspond to the actual and real (intended) use of the Location database by the
Recipient
1.1.
Data exchange
The Recipient will use the Location database for the following type(s) of data exchange:
-
Data exchange with Information Centres/Traffic Control Centres in Belgium:
Data exchange with Traffic Information Centres in other countries:
YES
YES
NO (*)
NO (*)
(*) Delete as appropriate / The described usage must correspond to the actual and real (intended) use of the Location database by the
Recipient
1.2.
Specific services
The Recipient will use the Location database for the following type(s) of specific services:
-
Collective traffic alert/information service:
Individual traffic alert/information service:
Supplying Data to other partners for DATEX purpose:
Supplying Data to other partners for RDS/TMC purposes:
YES
YES
YES
YES
NO
NO
NO
NO
(*) - If ‘YES’, fill out table below
(*) - If ‘YES’, fill out table below
(*) - If ‘YES’, fill out table below
(*) - If ‘YES’, fill out table below
(*) Delete as appropriate / The described usage must correspond to the actual and real (intended) use of the Location database by the
Recipient
A fee has to be paid by Users for the following type(s) of specific services that are used by the Recipient:
Type of specific service
Fixed Fee based Other (***)
rate
on the n°
(**) of requests
(**)
Collective
traffic
warning/information service
Individual
traffic
warning/information service
Supplying
data
to
other
partners for DATEX purpose
Supplying data with other
partners for RDS/TMC purposes
(**) Indicate with a ‘ X ’ if applicable
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(***) If the type of fee is not one of the types mentioned above, specify the type of fee in the open field ‘Other’
1.3.
Specific products
The Recipient is intending to use the Location database for/with the following type(s) of specific products:
-
YES
YES
YES
YES
NO
NO
NO
NO
YES
NO (*)
YES
-
Commercial TMC receiver for non-encrypted information:
Commercial TMC receiver for encrypted information (only for Clients/Users):
Dynamic route guidance equipment:
Dynamic route guidance equipment (specifically) for fleet management:
Software for information management in telematics services
(e.g. broadcaster, service provider):
Software for information management in data services
(e.g. TIC, data provider):
Software for fleet management:
NO (*)
YES
NO
-
Data bearer (chip card, PCMCIA card, CD-ROM; etc.):
YES
NO (*)
-
(*)
(*)
(*)
(*)
(*)
(*) Delete as appropriate / The described usage must correspond to the actual and real (intended) use of the Location database by the
Recipient
1.4.
Other specific use/purposes
The Recipient who is not able to indicate all aspects of its usage of the Location database in 1.1., 1.2. and/or
1.3 , will (additionally) describe its other specific (purpose of the) use of the Location database not (yet)
described under 1.1., 1.2., and/or 1.3 in the open field below (****):
(****)
2. Distribution, submission, sublicensing of the Recipient’s software, database or products,
systems, services or applications in which the Location database is incorporated
The Recipient intends to distribute, submit or sublicense the Recipient’s software, database or products,
systems, services or applications in which the Location database is incorporated to subsidiaries and / or other
services within its organisation:
Subsidiary Name
/
other
service
1.
2.
3.
...
Location
The Recipient intends to distribute, submit or sublicense the Recipient’s software, database or products,
systems, services or applications in which the Location database is incorporated to (other) third parties
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outside its organisation:
Third party Name
1.
2.
3.
...
Location
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